DEF 14A of Ocular Therapeutix, Inc
Filed Apr 29, 2025 · FY20240001558370-25-005868
Board of Directors
Board of Directors Our Board of Directors Set forth below are the names, the class and certain biographical information about each director nominee and continuing member of our board of directors, or board, as of April 18, 2025. The information presented includes each director nominee’s and continuing director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years. We believe that all of our directors and nominees possess the attributes and characteristics described in “—Board Processes—Director Nomination Process.”
Board of Directors
| Name | Age | Class | Position | | Pravin U. Dugel, M.D. | 61 | III | Executive Chairman, President and Chief Executive Officer | | Adrienne L. Graves, Ph.D. (1) | 71 | I | Director | | Seung Suh Hong, Ph.D. (1) | 67 | II | Director | | Richard L. Lindstrom, M.D.(1)(2) | 77 | II | Director | | Merilee Raines(3) | 69 | III | Director | | Charles Warden(2)(3) | 56 | I | Lead Independent Director | | Leslie J. Williams(2)(3) | 65 | II | Director |
Board of Directors
| (1) Member of the Nominating and Corporate Governance Committee. |
Board of Directors
| (2) Member of the Compensation Committee. |
Board of Directors
| (3) Member of the Audit Committee. |
Board of Directors
Pravin U. Dugel, M.D. has served as Executive Chairman and as a member of our board of directors since February 2024, and as our President and Chief Executive Officer since April 2024. Dr. Dugel previously served as President of IVERIC bio, Inc., or IVERIC, a biopharmaceutical company, from May 2021 to October 2023, and as Executive Vice President, Chief Strategy and Business Officer of IVERIC from April 2020 to May 2021. Prior to IVERIC, Dr. Dugel was a managing partner at Retinal Consultants of Arizona from 1994 to 2021. Dr. Dugel previously served on the boards of Oculis Holding AG, a publicly traded biopharmaceutical company from 2020 to May 2024; IVERIC from January 2023 until its acquisition by Astellas US Holdings, Inc. in July 2023; and Aerpio Pharmaceuticals, Inc. from March 2017 until its acquisition by Aadi Bioscience, Inc. in August 2021. Dr. Dugel also served as a clinical professor at the USC Eye Institute in the Keck School of Medicine at the University of Southern California and was a founding member of the Spectra Eye Institute in Sun City, Arizona. Dr. Dugel holds a B.A. from Columbia University in Comparative Literature and Molecular Biology and an M.D. from the UCLA School of Medicine, and he completed his residency in ophthalmology at the USC Eye Institute. He completed a medical retina fellowship at the Bascom Palmer Eye Institute and a surgical eye fellowship at the USC Eye Institute. We believe that Dr. Dugel is qualified to serve on our board of directors because of his executive leadership experience in the ophthalmology industry, his background in ophthalmology, and his service on the boards of directors of other life sciences companies. Adrienne L. Graves, Ph.D. has served as a member of our board of directors since July 2023. Dr. Graves served as President and Chief Executive Officer of Santen Inc., the United States subsidiary of a publicly traded Japanese pharmaceutical company, from 2002 to 2010, and previously served as Senior Vice President of Worldwide Clinical Development (United States, Europe, and Japan), from 1995 to 2002. Dr. Graves has served as a member of the board of directors of Harrow Health, Inc., or Harrow (formerly known as Imprimis Pharmaceuticals, Inc.), a publicly-traded ophthalmic healthcare company, since January 2024; Opus Genetics, Inc. a publicly-traded ophthalmic gene therapy company since October 2024; NVasc, Inc. a privately-held early-stage ophthalmology company since November 2023; Implandata Ophthalmic Products GmbH, a medical equipment manufacturer since October 2023; a JelliSee Ophthalmics, Inc., a privately-held medical device company, since July 2023; a member of the board of directors of QLaris Bio, Inc., a privately-held clinical-stage biotechnology company, since December 2019; and Osanni Bio, a privately-held biotechnology company focusing on retinal diseases. Previously, Dr. Graves served as a member of the boards of directors of IVERIC bio, Inc., a biopharmaceutical company, from December 2018 to July 2023, including serving as the chairman of IVERIC’s board from May 2021 to July 2023; Oxurion NV, a Belgian biopharmaceutical company, from October 2018 until March 2023; Nicox S.A., a French ophthalmology company, from 2014 to January 2024; and Greenbrook TMS Inc., a Canadian neurology and medical device company, from 2018 to December 2023. Dr. Graves received an A.B. in psychology from Brown University and a Ph.D. in psychobiology from the University of Michigan and completed a postdoctoral fellowship in visual neuroscience at the University of Paris. Dr. Graves has significant and broad executive leadership, corporate governance, operations and strategy, research, medical technology development, regulatory and legal, ophthalmology and life sciences industry experience. We believe that Dr. Graves is qualified to serve on our board of directors for these reasons. Seung Suh Hong, Ph.D. has served as a member of our board of directors since June 2019. Dr. Hong has served as Vice Chairman of the board of directors, Chief Scientific Officer and Chief Operating Officer of CentricsBio, Inc.. a biotechnology company focused on immunotherapeutics, since January 2025. Prior to that, Dr. Hong served as Chief Executive Officer of Rophibio, Inc., a biopharmaceutical company from March 2023 to December 2024; as President and Chief Operating Officer of CELLemedy, a biopharmaceutical start-up company, from January 2021 to February 2023; and Vice Chairman for Novelgen, a biopharmaceutical company, from April 2020 to March 2023, in South Korea. Dr. Hong has served as a consultant to a number of biopharmaceutical companies since March 2019. From April 2002 to March 2021, he served in various capacities at Celltrion Inc., a biopharmaceutical company, including as President of Celltrion Healthcare Japan and Senior Advisor from January 2016 to March 2021; as President and Chief Executive Officer of Celltrion Healthcare Co., Ltd. from November 2014 to December 2015; and as President of Research and Development from April 2002 to November 2014. Dr. Hong received a B.S. in Agricultural Chemistry, an M.S. in Industrial Enzymology, and a Ph.D. in Enzymology and Fermentation from Seoul National University. Dr. Hong also participated in post-doctoral studies at the University of Wisconsin-Madison. Dr. Hong has significant executive leadership, operations and strategy, research, medical technology development and life sciences industry experience. We believe that Dr. Hong is qualified to serve on our board of directors for these reasons. Richard L. Lindstrom, M.D. has served as a member of our board of directors since 2012. Since 1989, Dr. Lindstrom has been an attending surgeon at Minnesota Eye Consultants P.A., a provider of eye care services, which he founded and where he previously served as the managing partner. Additionally, Dr. Lindstrom serves as the chief executive officer and chairman of Lindstrom Restoration, a 75-year-old privately held company. He has served as a member of the board of directors of LENSAR, Inc., a publicly-traded medical device company, since February 2018. He previously served as a member of the board of directors of Harrow from January 2015 to June 2023, where he continues as a senior advisor and board observer. Dr. Lindstrom served as associate director of the Minnesota Lions Eye Bank from 1987 to 2017 and as a trustee of the University of Minnesota Foundation for four terms and is currently Trustee Emeritus. He is a medical advisor for several medical device and pharmaceutical manufacturers and serves on the boards of several privately-held life sciences companies. Dr. Lindstrom previously served as president of the International Society of Refractive Surgery, the International Intraocular Implant Society, the International Refractive Surgery Club and the American Society of Cataract and Refractive Surgery. From 1980 to 1989, he served as a professor of ophthalmology, while also serving as the research chair for two years, at the University of Minnesota, where he is currently adjunct clinical professor emeritus. Dr. Lindstrom holds a B.A. in Pre-Medical Studies, a B.S. in Medicine and an M.D. from the University of Minnesota. During his training, Dr. Lindstrom participated in clinical research in the field of ophthalmology and completed a cornea fellowship, an anterior segment surgery fellowship and a glaucoma fellowship. Dr. Lindstrom is a named inventor on over 45 patents in the field of ophthalmology, having developed ophthalmic solutions, intraocular lenses and instruments that are used in clinical practices globally. Dr. Lindstrom has significant and broad executive leadership, corporate governance, strategy, risk management, financial, research, medical technology development, ophthalmology and life sciences industry experience. We believe that Dr. Lindstrom is qualified to serve on our board of directors for these reasons.
Board of Directors
Merilee Raines has served as a member of our board of directors since September 2021. Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Ms. Raines also served as Executive Vice President of IDEXX from July 2012 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX, including Corporate Vice President of Finance, Vice President and Treasurer of Finance, Director of Finance, and Controller. Ms. Raines has served as a member of the boards of directors of Watts Water Technologies, Inc., a publicly-traded global manufacturer of products & systems focused on control, conservation and quality of water, since February 2011; Excelitas Technologies Corporation, a privately-held photonics company providing sensing and detecting solutions, since August 2018; and TransMedics Group, Inc., a publicly-traded commercial-stage medical technology company, since January 2021. She also served as a member of the board of directors of Benchmark Electronics, Inc., a publicly-traded worldwide provider of engineering services, integrated technology solutions and electronic manufacturing services, from May 2018 to June 2021 and Aratana Therapeutics, Inc., a publicly-traded veterinary therapeutics company, from February 2014 until its acquisition in July 2019. Ms. Raines has extensive executive leadership, accounting and finance, operations and strategy; risk management; corporate governance; medical technology development and commercialization; and life sciences industry experience. We believe that Ms. Raines is qualified to serve on our board of directors for these reasons. Charles Warden has served as a member of our board of directors since 2008 and as the Lead Independent Director of our board of directors since February 2024. He previously served as the Lead Independent Director of our board from 2014 to July 2019 and as the Chairman of our board from July 2019 to February 2024. Mr. Warden has served as the President and Chief Executive Officer and a director of Aquea Health, Inc., a development-stage, ophthalmic medical device company he co-founded, since January 2020. He also has served as a Managing Director at Versant Ventures since 2004. Prior to Versant, he was a General Partner at Schroder Ventures Life Sciences (now SV Life Sciences), where he worked from 1996 to 2004. Previously, Mr. Warden served as an associate with Boston Capital Ventures and as a consultant with Monitor Company. Throughout the course of his career as a venture capital investor, Mr. Warden has been actively involved with multiple medical device and ophthalmic incubators. He serves or has served on the boards of numerous privately-held life sciences companies, several of which have been in the field of ophthalmology. Mr. Warden holds a B.A. from Beloit College and an M.B.A. from Harvard University. Mr. Warden has significant and broad executive leadership, corporate governance, strategy, research, medical technology development, ophthalmology and life sciences industry experience. We believe that Mr. Warden is qualified to serve on our board of directors for these reasons. Leslie J. Williams has served as a member of our board of directors since March 2019. Since February 2021, Ms. Williams has served as the President and Chief Executive Officer of hC Bioscience, Inc., a biopharmaceutical company that she co-founded and for which she serves as a member of the board of directors. She also serves as an entrepreneur-in-residence for the University of Iowa and University of Virginia, is an operating partner at Accelerator Life Science Partners, and advises biopharma companies from time-to-time. Ms. Williams was the founder of ImmusanT, Inc., a biotechnology company, and served as a member of its board of directors and as its President and Chief Executive Officer from its inception in December 2010 until the completion of its reverse merger in December 2019. She served as the President and Chief Executive Officer and as a member of the board of directors of Ventaira Pharmaceuticals, Inc., a specialty pharmaceutical company, from 2004 until 2008. Previously, Ms. Williams also was a venture partner at Battelle Ventures, an early-stage venture capital fund, and served on the boards of directors of Hepregen Inc., a company engaged in the development and marketing of proprietary drug screening products from 2010 to 2013, and of CDI Bioscience, Inc., a cell-line engineering and contract manufacturing company, from 2006 to 2010, and The Capital Network, a non-profit organization providing entrepreneurial education opportunities, from 2010 to 2016. Ms. Williams has served as a member of the board of directors of Windtree Therapeutics, a publicly-traded biotechnology company, from February 2021 to August 2024 and a member of the board of directors of Biotechnology Innovation Organization, the leading trade group for the biotechnology industry, since February 2024. She is also a member of the board of directors of MassBio, a nonprofit organization representing 1,700 biopharma companies in Massachusetts and is a board member of Make-a-Wish Massachusetts and Rhode Island. Ms. Williams is also a member of the board of advisors of CSCRI (Coral Sea Clinical Research Institute), an advisory board member of Life Science Cares, a former member of the executive board of the University of Iowa College of Pharmacy, founding Ambassador of BioBoost, founding member of Mass VX advisory committee and a member of the editorial advisory boards of the Life Science Leader and the Journal of Advanced Therapies and Medical Innovation Sciences. Ms. Williams received a B.S. in Nursing from the University of Iowa and an M.B.A. from the Washington University John Olin School of Business. Ms. Williams has significant and broad executive leadership, corporate governance, strategy, research, medical technology development and life sciences industry experience. We believe that Ms. Williams is qualified to serve on our board of directors for these reasons. Board Composition Our board of directors is currently authorized to have, and currently consists of, seven members. Each of our directors holds office until his or her successor has been duly elected and qualified or until the earlier of his or her death, resignation or removal. Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation and by-laws also provide that our directors may be removed only for cause by the affirmative vote of the holders of 75% of the votes which all of our stockholders would be entitled to vote in any annual election of directors or class of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
Board of Directors
| ● | the class II directors are Seung Suh Hong, Ph.D., Richard L. Lindstrom, M.D. and Leslie J. Williams, and their terms expire at the Annual Meeting; |
Board of Directors
| ● | the class III directors are Pravin U. Dugel, M.D. and Merilee Raines, and their terms expire at the annual meeting of stockholders to be held in 2026; and |
Board of Directors
| ● | the class I directors are Adrienne L. Graves, Ph.D. and Charles Warden, and their terms expire at the annual meeting of stockholders to be held in 2027. |
Board of Directors
Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their terms expire. Notwithstanding that our Corporate Governance Guidelines provide that any director who reaches the age of 75 while serving as a director will retire from our board of directors effective at the end of his or her then current term, we have decided to re-nominate Dr. Lindstrom as a candidate for our board of directors considering his extensive and invaluable contributions to the board, his effectiveness and the level of engagement as a board member who possesses beneficial executive leadership, corporate governance, ophthalmology and life sciences industry experience, among other factors. Board Determination of Independence Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates. In April 2025, our board of directors undertook its annual review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Dr. Dugel, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determinations, our board of directors considered the relationships that each such non-employee director has with us, including each of the transactions described below in “—Board Policies—Related Person Transactions,” and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Dugel is not an independent director because he currently serves as our Executive Chairman, President and Chief Executive Officer. There are no family relationships among any of our directors or executive officers.
Compensation Committee
| ● | reviewing and making recommendations to our board of directors with respect to director compensation; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our named executive officers during the years ended December 31, 2024 and 2023.
Summary Compensation Table
| | | | | | | All Other | | | | | | | Stock | Option | Compensation | | | Name and principal position | Year | Salary ($) | Bonus ($) | Awards ($)(1) | Awards ($)(1) | ($)(2) | Total ($) | | Pravin U. Dugel, M.D. | 2024 | 464,538 | 886,100 | 8,293,296 | 8,873,113 | 57,783 | 18,574,830 | | Executive Chair, President and Chief Executive Officer (3) | | | | | | | | | Antony Mattessich(4) | 2024 | 245,550 | — | 934,472 | 2,004,744 | 5,597,598 | 8,782,364 | | Former President and Chief | 2023 | 686,400 | 459,545 | 684,044 | 1,443,721 | 3,002 | 3,276,712 | | Executive Officer | | | | | | | | | Jeffrey S. Heier, M.D. (5) | 2024 | 365,064 | 220,000 | 3,875,988 | 2,116,553 | 21,568 | 6,599,173 | | Chief Scientific Officer | | | | | | | | | Peter Kaiser, M.D. (6) | 2024 | 365,054 | 242,000 | 3,875,988 | 2,116,553 | 29,753 | 6,629,358 | | Chief Development Officer | | | | | | | |
Summary Compensation Table
| (1) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. See Note 13 to our audited financial statements appearing in our Annual Report on Form 10-K, which was filed with the SEC on March 3, 2025, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (2) The compensation included in the “All Other Compensation” column consists of $2,500 related to 401(k) match in 2024 for Dr. Dugel and Mr. Mattessich and 2023 for Mr. Mattessich; “gross-ups” for the payment of taxes for a group term life insurance policy in the amount of $126 and $502, respectively, in 2024 and 2023 for Mr. Mattessich; gross-ups” for the payment of taxes for a group term life insurance policy in the amount of $283, $236 and $236 for Dr. Dugel, Dr. Heier and Dr. Kaiser in 2024, respectively; legal fee reimbursements in the amount of $55,000, $9,450, $13,475 and $13,475 for Dr. Dugel, Mr. Mattessich, Dr. Heier and Dr. Kaiser in 2024, respectively; severance payments of $474,945, accrued vacation pay of $18,778 and approximately $5.1 million for the fair value of the accelerated vesting of stock options and RSUs triggered by Mr. Mattessich’s separation from our company; $7,857 of fees paid in cash to Dr. Heier for his service on our board of directors until February 21, 2024, when he resigned from our board of directors and became an employee upon his appointment as our Chief Scientific Officer; and $16,042 of fees paid in cash to Dr. Kaiser for his consulting services until he became an employee upon his appointment as Medical Director effective February 21, 2024. |
Summary Compensation Table
| (3) Dr. Dugel has served as Executive Chair since February 21, 2024 and was appointed President and Chief Executive Officer upon the resignation of Mr. Mattessich. For additional information regarding Dr. Dugel’s bonus, please see “Annual Performance-Based Compensation” below. For additional information regarding Dr. Dugel’s 2024 compensation and 2025 compensation, please see “Dr. Dugel’s Initial Executive Chairman Compensation Package” and “Dr. Dugel’s Updated CEO Compensation Package” below. |
Summary Compensation Table
| (4) Mr. Mattessich also served as a member of our board of directors until his resignation from our company on April 14, 2024. Mr. Mattessich did not receive any additional compensation for his service as a director during the years ended December 31, 2023 or 2024. His 2024 salary reflects his annualized base salary, pro-rated for the period he remained employed with the company in 2024. “All other compensation” includes the amounts Mr. Mattessich received upon his separation from the company as described above under Note 2. For additional information regarding Mr. Mattessich’s separation from the company and corresponding compensation, please see “Potential Payments Upon Termination or Change in Control Transaction” below. |
Summary Compensation Table
| (5) Dr. Heier was appointed as our Chief Scientific Officer effective February 21, 2024. On October 1, 2024, Dr. Heier’s compensation was retroactively adjusted effective as of July 1, 2024, to reflect his full-time status and we granted Dr. Heier a supplemental stock option and RSU award. For additional information regarding Dr. Heier’s compensation, please see “Dr. Heier’s and Dr. Kaiser’s Initial Part-Time Compensation Packages” and “Dr. Heier’s and Dr. Kaiser’s Updated Full-Time Compensation Packages” below. |
Summary Compensation Table
| (6) Dr. Kaiser was appointed as our Medical Director effective February 21, 2024. He was appointed as our Chief Development Officer effective October 1, 2024. On October 1, 2024, Dr. Kaiser’s compensation was retroactively adjusted effective as of July 1, 2024, to reflect his full-time status and we granted Dr. Kaiser a supplemental stock option and RSU award. For additional information regarding Dr. Kaiser’s compensation, please see “Dr. Heier’s and Dr. Kaiser’s Initial Part-Time Compensation Packages” and “Dr. Heier’s and Dr. Kaiser’s Updated Full-Time Compensation Packages” below. |
Mr. Mattessich’s Compensation for 2023 and 2024
Mr. Mattessich’s Compensation for 2023 and 2024 In February 2024, Mr. Mattessich’s annualized base salary was increased to $720,034 from $686,400 for 2023. In the first quarter of 2024, we paid a discretionary annual cash bonus of $459,545 to Mr. Mattessich (103% of target) in recognition of his performance in 2023. Due to his departure from the company, we did not pay Mr. Mattessich a discretionary annual cash bonus for his service in 2024. On February 3, 2024, before Dr. Dugel joined our board of directors, our board of directors granted stock options under the 2021 Plan to each of our executive officers who were providing services to the company at that time. Each of the option awards has an exercise price of $5.18 per share, which was the closing sale price for our common stock on the date of grant, and a grant date fair value of approximately $3.65 per share, as determined in accordance with ASC Topic 718. Mr. Mattessich received a grant of an option to purchase 549,400 shares at this time. Also on February 3, 2024, our board of directors granted RSUs under the 2021 Plan to each of our executive officers who were providing services to the company at that time. Mr. Mattessich received a grant of 180,400 RSUs at this time. The RSUs vest over three years, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. On January 30, 2023, our board of directors granted stock options under the 2021 Plan to each of our executive officers who were providing services to the company at that time. Each of the option awards has an exercise price of $3.88 per share, which was the closing sale price for our common stock on the date of grant, and a grant date fair value of approximately $2.69 per share, as determined in accordance with ASC Topic 718. The option award vests in approximately equal monthly installments, beginning on the one-month anniversary of the grant date, through the fourth anniversary of the grant date. Mr. Mattessich received a grant of an option to purchase 536,900 shares at this time in January 2023. Also on January 30, 2023, our board of directors granted RSUs under the 2021 Plan to each of our executive officers who were providing services to the company at that time. Mr. Mattessich received a grant of 176,300 RSUs at this time. The grant ate fair value of the RSUs was approximately $3.88 per share, for a total value of approximately $684,044. The RSUs vest over three years, with one-third of the shares underlying the RSUs vesting on the one-year anniversary of the grant date and an additional one-third of shares underlying the RSUs vesting at the end of each successive one-year period thereafter. At the time Dr. Dugel joined our board of directors as executive chairman in February 2024, we entered into an amendment to Mr. Mattessich’s employment agreement to provide that, if his employment were terminated by us without “cause” or if Mr. Mattessich were to resign for “good reason” (as such terms are defined in his employment agreement), we would pay Mr. Mattessich his base salary for a period of 24 months to the extent allowed by applicable law and the terms of the applicable policies; continue to provide him and his eligible dependents with group health insurance for a period of up to 18 months; and accelerate the vesting of his time-based equity awards outstanding at the time of his separation by twelve months or, in the case of all time-based equity awards granted to Mr. Mattessich prior to February 21, 2024, 24 months. For additional information regarding Mr. Mattessich’s severance payments, please see “Potential Payments Upon Termination or Change in Control Transaction” below.
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table sets forth information regarding outstanding stock options and stock awards held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards as of December 31, 2024
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | Number of | Market Value of | | | Securities | Securities | | | Shares or | Shares or | | | Underlying | Underlying | | | Units of | Units of | | | Unexercised | Unexercised | Option | Option | Stock That | Stock that | | | Options (#) | Options (#) | Exercise | Expiration | Have Not | Have Not | | Name | Exercisable | Unexercisable | Price ($) | Date | Vested (#) | Vested ($)(1) | | Pravin U. Dugel, M.D. | 267,176 | 1,015,293(2) | 9.70 | 2/21/2034 | | | | | | | | | 641,234(3) | 5,476,138 | | Antony Mattessich (4) | 590,000 | — | 10.94 | 5/2/2026 | | | | | 311,911 | — | 5.47 | 5/2/2026 | | | | | 264,946 | — | 4.39 | 5/2/2026 | | | | | 455,000 | — | 18.31 | 5/2/2026 | | | | | 541,222 | — | 5.27 | 5/2/2026 | | | | | 267,361 | — | 5.18 | 5/2/2026 | | | | Jeffrey S. Heier, M.D. | | | | | | | | | 11,363 | — | 16.64 | 9/11/2025 | | | | | 13,500 | — | 12.05 | 6/2/2026 | | | | | 13,500 | — | 10.71 | 6/1/2027 | | | | | 18,000 | — | 8.14 | 6/14/2028 | | | | | 18,000 | — | 3.90 | 6/11/2029 | | | | | 18,000 | — | 8.75 | 6/25/2030 | | | | | 18,000 | — | 13.51 | 6/18/2031 | | | | | 26,800 | — | 3.43 | 6/16/2032 | | | | | 9,666 | 6,334(5) | 4.25 | 10/17/2032 | | | | | 36,000 | — | 5.31 | 6/13/2033 | | | | | 17,350 | — | 4.30 | 8/1/2033 | | | | | — | 366,666(6) | 9.70 | 6/21/2034 | | | | | 8,333 | 191,667(7) | 9.31 | 10/1/2034 | | | | | | | | | 91,666(8) | 782,828 | | | | | | | 100,000(9) | 854,000 | | Peter Kaiser, M.D. | | | | | | | | | 129,164 | 70,836(10) | 3.36 | 5/16/2033 | | | | | — | 366,666(11) | 9.70 | 2/21/2034 | | | | | 8,333 | 191,667(12) | 9.31 | 10/1/2035 | | | | | | | | | 91,666(13) | 782,828 | | | | | | | 100,000(14) | 854,000 |
Outstanding Equity Awards as of December 31, 2024
| (1) Based on the closing price of $8.54 of common stock on December 31, 2024. |
Outstanding Equity Awards as of December 31, 2024
| (2) Dr. Dugel’s option to purchase 1,282,469 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2024
| (3) Dr. Dugel’s RSU award represents a right to receive 854,979 shares of common stock, with the shares underlying the RSUs vesting in equal quarterly installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2024
| (4) Pursuant to his separation agreement and release with our company, Mr. Mattessich’s stock options and RSUs that vested solely based on continued performance became vested, exercisable and nonforfeitable as of May 2, 2024, with respect to the portion that would otherwise have vested, become exercisable or become nonforfeitable as of May 2, 2026 if he had continued service to our company through May 2, 2026, and the balance of Mr. Mattessich’s awards terminated. As of May 2, 2024, Mr. Mattessich’s stock options are exercisable for a period of 24 months following May 2, 2024. |
Outstanding Equity Awards as of December 31, 2024
| (5) Dr. Heier’s option to purchase 16,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2024
| (6) Dr. Heier’s option to purchase 366,666 shares of common stock vests over four years, with 25% of the underlying shares vesting on February 21, 2025, and the remaining shares underlying the option vesting in equal monthly installments thereafter.. |
Outstanding Equity Awards as of December 31, 2024
| (7) Dr. Heier’s option to purchase 200,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2024
| (8) Dr. Heier’s RSU award represents a right to receive 122,222 shares of common stock, with the shares underlying the RSUs vesting in equal quarterly installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2024
| (9) Dr. Heier’s RSU award represents a right to receive 100,000 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal quarterly installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2024
| (10) Dr. Kaiser’s option to purchase 200,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2024
| (11) Dr. Kaiser’s option to purchase 366,666 shares of common stock vests over four years, with 25% of the underlying shares vesting on February 21, 2025, and the remaining shares underlying the option vesting in equal monthly installments thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (12) Dr. Kaiser’s option to purchase 200,000 shares of common stock vests over four years, with the shares underlying the option vesting in equal monthly installments over a four-year period. |
Outstanding Equity Awards as of December 31, 2024
| (13) Dr. Kaiser’s RSU award represents a right to receive 122,222 shares of common stock, with the shares underlying the RSUs vesting in equal quarterly installments over a three-year period. |
Outstanding Equity Awards as of December 31, 2024
| (14) Dr. Kaiser’s RSU award represents a right to receive 100,000 shares of common stock, with one-third of the shares underlying the RSUs vesting in equal annual installments over a three-year period. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers, who we refer to as our PEOs, and our other named executive officers other than our PEOs, who we refer to as our Non-PEO NEOs, in each case as presented in our Summary Compensation Tables, which amounts we refer to as our SCT Amounts; (ii) the “compensation actually paid” to our PEO and our Non-PEO NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, which amounts we refer to as our CAP Amounts; (iii) certain financial performance measures; and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.
Pay Versus Performance Disclosure
| | | | | | | | Value | | | | | | | | Average | Average | of Initial | | | | | | | | Summary | Compensation | Fixed $100 | | | | Summary | Summary | Compensation | Compensation | Compensation | Actually | investment | | | | Compensation | Compensation | Actually | Actually | Table total for | Paid to | based on | Net loss | | | Table Total for | Table Total for | Paid to First | Paid to Second | Non-PEO | Non-PEO | Total Shareholder | (in | | | First PEO | Second PEO | PEO | PEO | NEOs (1) | NEOs (1)(2)(3) | Return (4) | Thousands) | | 2024 | $8,782,364 | $18,574,830 | $5,834,178 | $9,645,226 | $6,614,266 | $4,960,407 | $122.53 | $(193,506) | | 2023 | $3,276,712 | $— | $1,032,698 | $— | $1,411,824 | $692,794 | $63.99 | $(80,736) | | 2022 | $4,100,605 | $— | $(2,090,447) | $— | $1,507,838 | $(758,745) | $40.32 | $(71,038) |
Pay Versus Performance Disclosure
| (1) The First PEO is Mr. Mattessich (2024 , 2023, and 2022). The Second PEO is Dr. Dugel (2024). The First PEO presented in the table is Antony Mattessich and the Second PEO refers to Dr. Dugel. The Non-PEO NEOs for whom the average compensation is presented in this table are Dr. Heier and Dr. Kaiser (2024) and Mr. Notman and Dr. Ozden for (2023 and 2022). |
Pay Versus Performance Disclosure
| (2) The CAP Amounts have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the company’s PEO and Non-PEO NEOs. These amounts reflect the SCT Amounts for each year, adjusted as described in footnote 3 below. |
Pay Versus Performance Disclosure
| (3) The CAP Amounts reflect the exclusions and inclusions for the PEOs and the Non-PEO NEOs set forth below. Amounts excluded, which are set forth in the “Minus Stock and Option Awards from Summary Compensation Table” columns below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine CAP Amounts are made up of the following components which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted. Equity values are calculated in accordance with ASC Topic 718. |
Pay Versus Performance Disclosure
| | | | Plus Year-End | Plus Change in | | Plus Change in | | | | Summary | Minus Stock and | Equity Value of | Value of | Plus Value of | Value of Prior | | | | Compensation | Option Awards | Unvested Awards | Unvested Awards | Awards Granted | Years’ Awards | Compensation | | | Table Total for | from Summary | Granted During | Granted in Prior | and Vested | Vested During | Actually | | Year | First PEO | Compensation Table | Year | Years | During Year | Year | Paid to First PEO | | 2024 | $8,782,364 | $2,939,216 | $— | $— | $465,956 | $(474,925) | $5,834,178 | | 2023 | $3,276,712 | $2,127,765 | $1,843,657 | $(364,599) | $82,210 | $(1,677,517) | $1,032,698 | | 2022 | $4,100,605 | $3,051,254 | $(1,244,152) | $(2,724,746) | $(118,048) | $(1,541,155) | $(2,090,447) |
Pay Versus Performance Disclosure
| | | | Plus Year-End | Plus Change in | | Plus Change in | | | | Summary | Minus Stock and | Equity Value of | Value of | Plus Value of | Value of Prior | | | | Compensation | Option Awards | Unvested Awards | Unvested Awards | Awards Granted | Years’ Awards | Compensation | | | Table Total for | from Summary | Granted During | Granted in Prior | and Vested | Vested During | Actually | | Year | Second PEO | Compensation Table | Year | Years | During Year | Year | Paid to Second PEO | | 2024 | $18,574,830 | $17,166,409 | $8,663,217 | $0 | $(426,414) | $0 | $9,645,226 |
Pay Versus Performance Disclosure
| | Average | Minus Average Stock | Plus Average. Year- | Plus Average Change | Plus Average | Plus Average Change | | | | Summary | and Option Awards | End Equity Value | in Value of | Value of | in Value of Prior | Average | | | Compensation | from Summary | of Unvested | Unvested Awards | Awards Granted | Years’ Awards | Comp. | | | Table Total for | Compensation | Awards Granted | Granted in Prior | and Vested | Vested During | Actually Paid to | | Year | Non-PEO NEOs | Table | During Year | Years | During Year | Year | Non-PEO NEOs | | 2024 | $6,614,266 | $5,992,541 | $4,765,160 | $32,273 | $6,416 | $141,466 | $4,960,407 | | 2023 | $1,411,824 | $728,265 | $628,968 | $(119,795) | $33,176 | $(532,934) | $692,794 | | 2022 | $1,507,838 | $882,085 | $373,380 | $(865,185) | $(31,864) | $(865,830) | $(758,745) |
Pay Versus Performance Disclosure
For the equity values included in the above tables, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. The assumptions used in determining fair value of the stock options that vested during 2022, 2023 and 2024, or that were outstanding as of December 31, 2022, December 31, 2023 or December 31, 2024, as applicable, are as follows:
Pay Versus Performance Disclosure
| | Options Vested During Year or Outstanding on | | | | | | | | | | | December 31 of | | | | | | | | | | | 2024 | | | 2023 | | | 2022 | | | | Expected Volatility | 79.06% | ─ | 85.10% | 80.00% | ─ | 107.10% | 79.00% | ─ | 119.50% | | Risk-Free Interest Rate | 4.2% | ─ | 4.3% | 3.83% | ─ | 4.73% | 4.20% | ─ | 4.70% | | Expected Dividend Yield | 0% | | | 0% | | | 0% | | | | Expected Term (in years) | 1.4 | ─ | 3.8 | 1.0 | ─ | 3.1 | 1.0 | ─ | 3.5 |
Pay Versus Performance Disclosure
(4)Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in Ocular Therapeutix, Inc. common stock on December 31, 2021. On December 31, 2021, the closing price of one share of common stock was $6.97.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table sets forth a summary of the compensation earned by our current and former directors for the year ended December 31, 2024, with the exception of Dr. Dugel and Mr. Mattessich, who did not receive compensation for service as a non-employee director on our board of directors, and Dr. Heier, who received $7,857 for his service on our board of directors until February 21, 2024, when he resigned and was appointed as our Chief Scientific Officer. Compensation information for Dr. Dugel, Mr. Mattessich and Dr. Heier is included above under “Executive Compensation.”
Summary Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | | | Name | ($)(1) | ($)(2) | ($)(2) | ($) | Total ($) | | Adrienne L. Graves, Ph.D. | 55,000 | 94,920 | 201,392(3) (4) | ─ | 351,312 | | Seung Suh Hong, Ph.D. | 55,000 | 94,920 | 201,392(3) (4) | ─ | 351,312 | | Richard L. Lindstrom, M.D. | 67,500 | 94,920 | 201,392(3) (4) | ─ | 363,812 | | Merilee Raines | 70,000 | 94,920 | 201,392(3) (4) | ─ | 366,312 | | Charles Warden | 110,000 | 94,920 | 201,392(3) (4) | ─ | 406,312 | | Leslie J. Williams | 67,500 | 94,920 | 201,392(3) (4) | ─ | 363,812 |
Summary Compensation Table
| (1) Fees earned or paid in cash consist of: |
Summary Compensation Table
| ● | for Dr. Graves, $50,000 for serving as a member of our board and $5,000 for serving as a member of our nominating and corporate governance committee; |
Summary Compensation Table
| ● | for Dr. Hong, $50,000 for serving as a member of our board and $5,000 for serving as a member of our nominating and corporate governance committee; |
Summary Compensation Table
| ● | for Dr. Lindstrom, $50,000 for serving as a member of our board, $7,500 for serving as a member of our compensation committee and $10,000 for serving as the chairperson of our nominating and corporate governance committee; |
Summary Compensation Table
| ● | for Ms. Raines, $50,000 for serving as a member of our board and $20,000 for serving as the chairperson of our audit committee; |
Summary Compensation Table
| ● | for Mr. Warden, $50,000 for serving as a member of our board, $35,000 for serving as the chairperson and lead independent director of our board, $15,000 for serving as the chairperson of our compensation committee and $10,000 for serving as a member of our audit committee; and |
Summary Compensation Table
| ● | for Ms. Williams, $50,000 for serving as a member of our board, $10,000 for serving as a member of our audit committee and $7,500 for serving as a member of our compensation committee. |
Summary Compensation Table
| (2) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of ASC Topic 718. See Note 13 to our audited financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 3, 2025, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (3) Consists of an option to purchase 36,000 shares of common stock and an RSU award for 12,000 shares of common stock, in each case vesting with respect to all of the shares on the one-year anniversary of date of grant or, if earlier, immediately prior to the next annual meeting of stockholders occurring after the grant date. |
Summary Compensation Table
| (4) As of December 31, 2024: |
Summary Compensation Table
| ● | Dr. Graves held options to purchase 108,000 shares of our common stock and an RSU award for 28,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Hong held options to purchase 170,800 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Dr. Lindstrom held options to purchase 203,481 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Ms. Raines held options to purchase 134,800 shares of our common stock and an RSU award for 12,000 shares of common stock; |
Summary Compensation Table
| ● | Mr. Warden held options to purchase 203,481 shares of our common stock and an RSU award for 12,000 shares of common stock; and |
Summary Compensation Table
| ● | Ms. Williams held options to purchase 170,800 shares of our common stock and an RSU award for 12,000 shares of common stock. |
Summary Compensation Table
In 2024, we paid cash compensation to our non-employee directors for his or her service as a director in the amounts described below under “—Director Compensation Arrangements.” All continuing directors were granted options to purchase 36,000 shares of common stock and an RSU award for 12,000 shares of common stock on July 24, 2024.
Director Compensation Arrangements
Director Compensation Arrangements For 2024, our non-employee directors were compensated as follows:
Director Compensation Arrangements
| ● | each non-employee director received an annual cash fee of $50,000; |
Director Compensation Arrangements
| ● | the lead independent director or chairperson received an additional annual cash fee of $35,000; |
Director Compensation Arrangements
| ● | each non-employee director who is a member of the audit committee received an additional annual cash fee of $10,000 ($20,000 for the audit committee chairperson); |
Director Compensation Arrangements
| ● | each non-employee director who is a member of the compensation committee received an additional annual cash fee of $7,500 ($15,000 for the compensation committee chairperson); |
Director Compensation Arrangements
| ● | each non-employee director who is a member of the nominating and corporate governance committee received an additional annual cash fee of $5,000 ($10,000 for the nominating and corporate governance committee chairperson); |
Director Compensation Arrangements
| ● | each new non-employee director received an initial grant of an option to purchase 72,000 shares of common stock and an RSU award for 24,000 shares of common stock upon the effectiveness of his or her initial election to our board of directors; and |
Director Compensation Arrangements
| ● | each non-employee director who had served on our board of directors for at least six months received an annual grant of an option to purchase 36,000 shares of common stock and an RSU award for 12,000 shares of common stock on the date of the first meeting of our board of directors held after each annual meeting of stockholders. |
Director Compensation Arrangements
For 2025, the compensation committee reviewed the compensation of our board of directors and recommended, and our board of directors approved, the following adjustments to our non-employee director compensation policy, effective January 1, 2025:
Director Compensation Arrangements
| ● | the lead independent director or chairperson will receive an additional annual cash fee of $30,000; |
Director Compensation Arrangements
| ● | each new non-employee director will receive an initial grant of an option to purchase 88,000 shares of common stock and an RSU award for 28,000 shares of common stock upon the effectiveness of his or her initial election to our board of directors; and |
Director Compensation Arrangements
| ● | each non-employee director who has served on our board of directors for at least six months will receive an annual grant of an option to purchase 44,000 shares of common stock and an RSU award for 14,000 shares of common stock on the date of the first meeting of our board of directors held after each annual meeting of stockholders. |
Director Compensation Arrangements
The stock options granted to our non-employee directors will have an exercise price equal to the fair market value of our common stock on the date of grant and will expire ten years after the date of grant. The initial stock options and RSUs granted to newly elected non-employee directors will vest, subject to the director’s continued service on the board of directors, with respect to one-third of the shares on each of the first, second, and third anniversaries of the grant date. The annual stock options and RSU awards granted to the non-employee directors will vest, subject to the director’s continued service on the board of directors, with respect to 100% of the shares on the first anniversary of the grant date or, if earlier, immediately prior to the next annual meeting of stockholders occurring after the grant date. Stock options and RSUs for non-employee directors are granted automatically and without the need for any further action by the board of directors or any of its committees under our stock incentive plan generally in effect at the time of grant. The share amounts for non-employee director stock option and RSU grants shall be automatically adjusted in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event effecting our common stock, or any distribution to holders of our common stock other than an ordinary cash dividend. Each annual cash fee will be payable in arrears in four equal quarterly installments on the last day of each quarter. The amount of each payment will be prorated for any portion of a quarter that a director is not serving on our board. Each non-employee director will also be entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee on which he or she serves or otherwise in direct service of the company.
Proposal 1: Election of Three Class II Directors
Proposal 1: Election of Three Class II Directors In accordance with the terms of our certificate of incorporation and our by-laws, our board of directors is divided into three classes: class I, class II and class III, with each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for new three-year terms at the annual meeting of stockholders in the year in which their terms expire. The members of the classes are divided as follows:
Proposal 1: Election of Three Class II Directors
| ● | Class II: Seung Suh Hong, Ph.D., Richard L. Lindstrom, M.D. and Leslie J. Williams, and their terms expire at the Annual Meeting; and |
Proposal 1: Election of Three Class II Directors
| ● | Class III: Pravin U. Dugel, M.D. and Merilee Raines, and their terms expire at the annual meeting of stockholders to be held in 2026; and |
Proposal 1: Election of Three Class II Directors
| ● | Class I: Adrienne L. Graves, Ph.D. and Charles Warden, and their terms expire at the annual meeting of stockholders to be held in 2027. |
Proposal 1: Election of Three Class II Directors
At each annual meeting of stockholders, directors are elected for full terms of three years to succeed those directors whose terms are expiring. Seung Suh Hong, Ph.D., Richard L. Lindstrom, M.D. and Leslie J. Williams are current directors whose terms expire at the Annual Meeting. Each is nominated for re-election as a class II director, with a term ending in 2028. Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of each of the nominees identified above to a three-year term ending in 2028, each such nominee to hold office until his or her successor has been duly elected and qualified. Stockholders who do not wish their shares to be voted for one or more nominees may so indicate by following the voting instructions set forth on the notice, voting instruction form or proxy card and affirmatively withholding his or her vote for that or those nominee(s). Each of the nominees has indicated his or her willingness to serve on our board, if elected. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board. We do not contemplate that any of the nominees will be unable to serve if elected. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES AS A CLASS II DIRECTOR.
The Performance Option
The Performance Option The Performance Option was granted to Dr. Dugel subject to and contingent upon approval by our stockholders of the Plan Amendment. Our board of directors intends that the Performance Option will further incentivize Dr. Dugel to increase stockholder value over time through stock price growth, thereby aligning his interest with those of our stockholders. The Performance Option represents the opportunity for Dr. Dugel to purchase up to 2,750,000 shares of our common stock at an exercise price of $7.44 per share (the closing price of our common stock on February 11, 2025, the date of grant of the option and which date we refer to as the Grant Date). The Performance Option vests based upon the achievement of stock price hurdles, with the number of shares that are eligible to vest allocated equally across four tranches, which can be earned during a five-year performance period commencing on the Grant Date. The stock price hurdles will be achieved if the company’s consecutive 60-day closing stock price meets or exceeds $15.00, $20.00, $25.00 and $30.00 per share, as applicable, representing a premium of approximately 102%, 169%, 236% and 303%, respectively, over the closing price of our common stock on the Grant Date. No additional shares will vest if a stock price hurdle is attained more than once, and the maximum aggregate number of shares that may vest under the Performance Option will not exceed 2,750,000 shares. To incentivize sustained performance and alignment with long-term stockholder interests, any portion of the Performance Option that is earned based on an achievement of a stock price hurdle during the first three years of the performance period is subject to additional service-based vesting requirements through the third anniversary of the Grant Date, except that in certain good leaver termination scenarios, the three-year service condition will be deemed satisfied. If the stockholders do not approve the Plan Amendment, the Performance Option will be automatically canceled and will have no further force or effect. Other than Dr. Dugel, no officers or employees of the company have received equity awards contingent upon stockholder approval of the Plan Amendment. In connection with the grant of the 2025 equity awards, Dr. Dugel agreed and acknowledged that, notwithstanding the terms of his employment agreement, he would not be entitled to, and the company would not be obligated to and the board of directors does not intend to, grant Dr. Dugel an annual equity award for 2026. The board of directors reaffirms that it does not intend to issue any additional annual equity awards to Dr. Dugel in 2026.
Information Regarding Our Outstanding Equity Awards
Information Regarding Our Outstanding Equity Awards The following table describes the awards that were outstanding and the number of shares that remained available for issuance as of March 31, 2025, under our stock incentive plans (excluding our 2014 Employee Stock Purchase Plan):
Information Regarding Our Outstanding Equity Awards
| 2006 Plan | ● no options to purchase shares of common stock; and ● no shares of common stock remained available for future issuance | | 2014 Plan | ● options to purchase an aggregate of 4,785,501 shares of common stock, with a weighted average remaining term of 3.1 years and a weighted average exercise price of $8.94 per share; and ● no shares of common stock remained available for future issuance. | | Inducement Grants (including under the 2019 Inducement Plan) | ● options to purchase an aggregate of 3,833,494 shares of common stock, with a weighted average remaining term of 8.3 years and a weighted average exercise price of $8.33 per share under the 2019 Inducement Plan; ● 1,258,515 shares of common stock underlying outstanding restricted stock unit (“RSU”) awards granted under the 2019 Inducement Plan; ● 635,606 shares of common stock remained available for future issuance under the 2019 Inducement Plan; and ● options to purchase an aggregate of 590,000 shares of common stock, with a weighted average remaining term of 1.1 years and a weighted average exercise price of $10.94 per share under inducement grants made outside of the 2019 Inducement Plan.6 | | 2021 Plan | ● options to purchase an aggregate of 11,973,168 shares of common stock, with a weighted average remaining term of 7.8 years and a weighted average exercise price of $6.63 per share (including the Performance Option); ● 5,209,789 shares of common stock underlying outstanding RSU awards; and ● 2,346,204 shares of common stock remained available for future issuance. |
Information Regarding Our Outstanding Equity Awards
As of March 31, 2025, there were no shares of restricted stock, stock appreciation rights, or other stock-based awards outstanding. The shares available for issuance, if the Plan Amendment is approved, would facilitate our ability to continue to grant equity incentives which we believe to be vital to our ability to fully engage and retain the highly skilled individuals required to support our retention and growth in the highly competitive labor markets in which we compete. The inability to do so could have an adverse impact on our business. If the Plan Amendment is not approved, we may need to increase cash compensation, which would reduce the resources we have allocated to meeting our business needs and objectives. Moreover, if the Plan Amendment is not approved, the Performance Option will terminate automatically, and we will need to consider other methods of properly rewarding Dr. Dugel for his extraordinary contributions to date and how to retain and motivate him for the benefit of the company and all of its stockholders. We therefore strongly believe that the approval of the Plan Amendment is instrumental to our continued success. If this proposal is approved by our stockholders, we intend to register the additional shares reserved for issuance under the Amended Plan by filing a Registration Statement on Form S-8 as soon as reasonably practicable following such approval.